PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 10, 2006
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of PHAZAR CORP
will be held at Antenna Products Corporation, located at 101 S.E. 25th Avenue,
Mineral Wells, Texas, on Tuesday, October 10, 2006 at 10:00 a.m. for the
following purposes:
1) To elect six directors to serve for the ensuing year and until their
respective successors are elected;
2) To ratify the appointment of Weaver and Tidwell, L.L.P. as the
independent public auditors for FY 2006;
3) To approve the 2006 Incentive Stock Option Plan; and
4) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The close of business on September 7, 2006 has been fixed as the record
date for the determination of the stockholders entitled to notice of, and to
vote at the meeting or any adjournment or adjournments thereof.
A copy of the PHAZAR CORP Form 10-KSB for fiscal year ended May 31, 2006 is
being mailed to stockholders with this proxy statement.
By the Order of the Board of Directors
Gary W. Havener
President
-----------
September 15, 2006
Whether or not you plan to attend the meeting, please mark, date and sign the
accompanying proxy and promptly return it in the enclosed envelope. If you
attend the meeting, you may vote your shares in person, even though you have
previously signed and returned your proxy.
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PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
PROXY STATEMENT
Annual Meeting of Stockholders to be held October 10, 2006
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of PHAZAR CORP (the "Company" or "PHAZAR CORP") of
proxies to be voted at the Annual Meeting of Stockholders of the Company to be
held on October 10, 2006 at Antenna Products Corporation, 101 S.E. 25th Avenue,
Mineral Wells, Texas and at any adjournment thereof. This proxy statement and
the proxies solicited hereby are first being sent or delivered to stockholders
on or about September 15, 2006.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company including
expenses in connection with the preparation and mailing of this proxy statement
and all papers, which now accompany or may hereafter supplement it. The
solicitation will be made by mail. The Company will also supply brokers or
persons holding stock in their names or in the names of their nominees with such
number of proxies, proxy material and annual reports as they may require for
mailing to beneficial owners, and will reimburse them for their reasonable
expenses.
VOTING
A stockholder may revoke a proxy at any time prior to its use. If it is
signed properly by the stockholder and is not revoked, it will be voted at the
meeting. If a stockholder specifies how the proxy is to be voted with respect to
any of the proposals for which a choice is provided, the proxy will be voted in
accordance with such specifications. If a stockholder fails to so specify with
respect to such proposals, the proxy will be voted FOR management's nominees
listed below under Election of Directors, ratification of the 2006 Incentive
Stock Option Plan and the ratification of the appointment of Weaver and Tidwell,
L.L.P.
Only stockholders of record at the close of business on September 7, 2006
will be entitled to vote at the meeting. The total number of issued and
outstanding shares of common stock of the Company, $0.01 par value, ("Common
Stock") as of September 7, 2006 is 2,283,128, shares, each share having one
vote. There are no other issued or authorized classes of stock of the Company.
Only votes cast in person or by proxy will be counted at the meeting.
Abstentions, if any, will be reflected in the minutes of the meeting.
ELECTION OF DIRECTORS
Six (6) Directors are to be elected at the Annual Meeting, to hold office
until the next Annual Meeting of Stockholders and until their successors are
elected and have qualified. The Company bylaws allow from one to twelve
directors. It is the intention of the persons named in the accompanying form of
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a proxy to vote for the nominees listed. All nominees have indicated their
willingness to serve for the ensuing term, but if any nominee is unable or
should decline to serve as a Director at the date of the Annual Meeting, it is
the intention of the persons named in the proxy to vote for such other person or
persons, as they in their discretion shall determine. Proxies will not be voted,
however, for more than six nominees. The ages of the nominees, their principal
occupations or employment during the past five years, and other data regarding
them, based upon information received from them are as follows:
Director
Name Age Principal Occupation Since
- ---- --- -------------------- -----
Gary W. Havener 66 President and Chief Executive Officer,
PHAZAR CORP; Sole Director Antenna
Products Corp., Phazar Antenna Corp.,
Tumche Corp. and Thirco, Inc., subsidiaries
of PHAZAR CORP; President, Tumche Corp.,
Thirco, Inc. and Sinan Corp. January 1992
Clark D. Wraight 62 Vice President and Secretary, Treasurer,
PHAZAR CORP; President and General
Manager, Antenna Products Corp. and
Phazar Antenna Corp.; Vice President,
Tumche Corp. and Thirco, Inc.; Secretary/
Treasurer, Tumche Corp., Thirco, Inc.,
and Phazar Antenna Corp. October 1996
R. Allen Wahl 78 Independent Business Consultant and
Past President & COO of Valmont
Industries October 1999
James Miles 63 Past Vice President and General Manager,
GTE Media Ventures; Past President,
Contel of California November 1999
James Kenney 65 Executive Vice President and Owner
San Jacinto Securities, Inc. November 1999
Dennis M. Maunder 55 Chief Financial Officer,
Shared Technologies Inc.
Mr. Havener served as the President of PHAZAR CORP from January 1992 until
October 1999. Mr. Havener served as the President of Antenna Products
Corporation from January 1996 until April 1999. Mr. Havener currently serves as
President and CEO of PHAZAR CORP and President of Tumche Corp. and Thirco, Inc.
Mr. Havener also serves as sole director of Antenna Products Corporation, Phazar
Antenna Corp., Tumche Corp. and Thirco, Inc. Since December 1984 Mr. Havener has
served as the President of Sinan Corp., an investment company. Sinan Corp. is
not a parent, subsidiary or affiliate of the Company.
Mr. Wraight served as Vice President and Secretary/Treasurer of Antenna
Products Corporation from 1996 until April 1999 when he was appointed President.
Mr. Wraight has been employed with Antenna Products since 1979 and has served as
an officer of the Company since 1981. Mr. Wraight currently serves as Vice
President and Secretary/Treasurer of PHAZAR CORP, President and General Manager
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of Antenna Products Corporation, President and Secretary /Treasurer of Phazar
Antenna Corp. and Vice President and Secretary/Treasurer of Tumche Corp., and
Vice President and Secretary/Treasurer of Thirco, Inc., subsidiaries of the
Company.
Mr. Wahl was President and COO of Valmont Industries until 1985. The
principal business of Valmont Industries is manufacturing steel tubular poles
and lattice towers for the communication industry. Mr. Wahl has been an
independent business consultant since 1985.
Mr. Miles served as Vice President and General Manager of GTE Media
Ventures, a cable television design and operations company, from 1994 until 1999
and as President of Contel of California, a telecommunications company from 1984
until 1996. Mr. Miles was a Director of Desert Community Bank until 1994. Mr.
Miles retired in 1999 and has been involved in personal financial activities for
the past six years.
Mr. Kenney has served as Executive Vice President and owner of San Jacinto
Securities since 1993. San Jacinto Securities is an institutional stock
brokerage firm.
Mr. Maunder served as Vice President - Controller of Allegiance Telecom,
Inc., from September 1997 through February 2000. Allegiance Telecom, Inc. was a
local exchange carrier, essentially a telephone company. In June, 2002,
Allegiance Telecom acquired Shared Technologies Inc. In May 2003, Allegiance
Telecom and its subsidiaries, including Shared Technologies Inc. filed Chapter
11 bankruptcy. In the spring of 2004, Shared Technologies Inc. under an approved
plan of reorganization emerged from bankruptcy.
Mr. Maunder was active in livestock breeding and participating in
charitable pursuits from February 2000 through February 2004. Mr. Maunder
currently serves as the Chief Financial Officer of Shared Technologies Inc., a
nationwide supplier of telecommunications equipment. He has held that position
since March 2004. An independent, non-management director recommended Mr.
Maunder to the nominating committee as a nominee for election as a director of
the Company.
SECURITY OWNERSHIP
The following table set forth the beneficial ownership of the Company's
Common Stock as of September 7, 2006, (a) by each director, (b) by the named
executive officers, and (c) by all persons known to the Company to be the
beneficial owners of more than 5% of the Company's Common Stock and (d) all
directors and executive officers as a group.
Name and Address Shares Owned Directly Percent of
of Beneficial Owners (1) and Indirectly Class (2)
- ------------------------ ------------------------- ---------
Gary W. Havener (3)
Sinan Corp. 102,800 4.50%
P.O. Box 121969
Ft. Worth, TX 76121
R. Allen Wahl 3,500 0.15%
13 Collinway Place
Dallas, TX 75230
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Clark D. Wraight
Antenna Products Corporation 64,600 2.83%
101 S.E. 25th Ave.
Mineral Wells, TX 76067
James Miles 3,600 0.16%
420 Private Rd. 52363
Pittsburg, TX 75686
James Kenney 2,800 0.12%
5949 Sherry Lane, Suite 960
Dallas, TX 75225
Dennis Maunder 0 0.00%
401 Baker Cutoff Road
Weatherford, TX 76087
All directors and officers 177,300 7.77%
of PHAZAR CORP
as a group (Six Persons)
(1) The persons named herein have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by
them, subject to community property laws where applicable and subject
to the Texas laws for personal holding companies, as applicable.
(2) Based on total outstanding shares of 2,283,128 as of September 7, 2006.
(3) Sinan Corp., wholly owned by Mr. Havener and his children, owns of
record 100,000 of these shares representing 4.38% of the total
outstanding shares. Mr. Havener as President of Sinan Corp. has sole
voting and investment power with respect to all shares of common stock
shown as beneficially owned by Sinan Corp.
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EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid during each of the last three fiscal years to the Chief Executive Officer
of the Company.
SUMMARY COMPENSATION TABLE
Name and Principal Annual Compensation
- ------------------ -------------------
Position
- -------- Fiscal Year Other Annual
President and CEO Ended May 31 Salary ($) Bonus ($) Compensation ($)
- ----------------- ------------ ---------- --------- ----------------
Gary W. Havener 2006 $0 $0 $ 2,000(1)
$ 98,000(2)
Gary W. Havener 2005 $0 $0 $ 2,500(1)
$ 98,000(2)
Gary W. Havener 2004 $0 $0 $ 4,500(1)
$ 98,000(2)
(1) PHAZAR CORP Director's Fee
(2) Antenna Products Corp. Director's Fee
OTHER COMPENSATION
On May 30, 2006, the Company's subsidiary, Antenna Products Corporation,
employed Matthew Jones as Vice President, Business Development. In that
connection, the Company issued to him 1,000 shares of restricted common stock
and granted him options to purchase 50,000 shares of common stock at $9.22 per
share. The options expire, unless sooner exercised, on various dates between May
29, 2012 and May 29, 2016.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held four meetings in the fiscal year
ended May 31, 2006. Gary W. Havener, R. Allen Wahl, James Miles, James Kenney
and Clark D. Wraight were in attendance at each meeting.
PHAZAR CORP has an audit committee, nominating committee and compensation
committee, each consisting of three Directors, R. Allen Wahl, James Kenney and
James Miles. Each member of the committees is independent under the rules of the
National Association of Securities Dealers. These three independent directors
met twice during the last fiscal year in executive session to review the
business and operations of the Company. The Board of Directors has determined
that James Miles is an "audit committee financial expert" under the rules of the
Securities and Exchange Commission.
The audit committee acts under a written charter, which sets forth its
responsibilities and duties, as well as requirements for the committee's
composition and meetings.
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The audit committee held five meetings in fiscal year 2006 and has:
- reviewed and discussed the audited financial statements with the
Company's management; and
- discussed with Weaver & Tidwell, L.L.P., independent accountants
for the Company, the matters required to be discussed by
Statement on Auditing Standards No. 61, communication with audit
committees, as amended.
The audit committee has received from Weaver & Tidwell, L.L.P. the written
disclosures and the letter required by independence Standards Board Standard No.
1, Independence Discussions with Audit Committees, and the committee has
discussed with Weaver & Tidwell, L.L.P., that firm's independence.
Based upon these discussions with management and the independent
accountants, the audit committee recommended to the Board of Directors of the
Company that the audited consolidated financial statements for the Company be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
May 31, 2006 for filing with the Securities and Exchange Commission.
The compensation committee held two meetings in fiscal year 2006. The
compensation committee has the responsibility for assisting the Board in, among
other things, evaluating and making recommendations regarding the compensation
of the executive officers and directors of the Company and assuring that the
executive officers are compensated effectively in a manner consistent with the
compensation strategy of the Company.
On November 2, 2005 the Board of Directors adopted resolutions establishing
a nominating committee and approved a nominating committee formal written
charter. The nominating committee did not meet during fiscal year 2006. A copy
of the nominating committee's charter is available to stockholders on the
Company's website, www.phazar.com. The nominating committee uses established
policies and procedures for director nominations. The committee identifies
potential director candidates from a variety of sources, including
recommendations from current Directors or management, recommendations of
security holders, or any other source that the committee has deemed appropriate.
In considering candidates for the Board of Directors, the committee evaluates
the entirety of each candidate's credentials, such as (i) business or other
relevant experience; (ii) expertise, skills and knowledge; (iii) integrity and
reputation; (iv) the extent to which the candidate will enhance the objective of
having directors with diverse viewpoints and backgrounds, (v) willingness and
ability to commit sufficient time to Board responsibilities; and (vi)
qualification to serve on specialized board committees (such as the Audit
Committee).
The nominating committee will consider recommendations for director
candidates submitted in good faith by stockholders of the Company. A stockholder
recommending an individual for consideration by the nominating committee must
provide (i) evidence in accordance with Rule 14a-8 of the Exchange Act of
compliance with the stockholder eligibility requirements, (ii) the written
consent of the candidate(s) for nomination as a director, (iii) a resume or
other written statement of the qualifications of the candidate(s) for nomination
as a director and (iv) all information regarding the candidate(s) and the
stockholder that would be required to be disclosed in a proxy statement filed
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with the SEC if the candidate(s) were nominated for election to the Board,
including, without limitation, name, age, business and residence address and
principal occupation or employment during the past five years. Stockholders
should send the required information to the Company at 101 S.E. 25th Avenue,
Mineral Wells, Texas 76067, Attention: Corporate Secretary.
In order for a recommendation to be considered by the Company for the 2007
Annual Meeting of Stockholders, the Company's Corporate Secretary must receive
the recommendation no later than 5:00 p.m. local time on June 30, 2007. Such
recommendations must be sent via registered, certified or express mail (or other
means that allows the stockholder to determine when the recommendation was
received by the Company). The Company's Corporate Secretary will send properly
submitted stockholder recommendations to the nomination committee for
consideration at a future meeting. Individuals recommended by stockholders in
accordance with these procedures will receive the same consideration as other
individuals evaluated by the nominating committee.
POLICY REGARDING DIRECTOR ATTENDANCE AT ANNUAL
STOCKHOLDERS MEETINGS
The Board of Directors encourages directors to attend the Company's Annual
Meeting of Stockholders, whether or not a meeting of the Board of Directors is
scheduled for the same date of the Annual Meeting. All of the members of the
Board of Directors attended the Company's Annual Meeting in 2005.
CODE OF ETHICS
We have adopted a code of ethics that applies to our officers and
directors. Our code of ethics has previously been filed as an exhibit to our
annual report on Form 10-KSB for the year ended May 31, 2004.
STOCKHOLDER COMMUNICATION WITH BOARD MEMBERS
The Board has adopted a procedure to enable our stockholders to contact
directors. Any director may be contacted by mail addressed to such director, in
care of the Secretary of the Company at the address on first page of this proxy
statement. All such correspondence should be addressed to the Director and
marked "Confidential-Stockholder Communication."
COMPENSATION OF DIRECTORS
Compensation for PHAZAR CORP Directors is set at $500 plus 200 shares of
PHAZAR CORP common stock for each board meeting attended unless compensation is
waived by the members of the Board. In the fiscal year ended May 31, 2006, a
total of $2,000 and 800 shares of restricted stock valued at $10,654 were paid
each to Gary W. Havener, Clark D. Wraight, R. Allen Wahl, James Kenney and James
Miles.
Compensation for PHAZAR CORP audit committee members is set at $250 plus
100 shares of PHAZAR CORP common stock for each audit committee meeting
attended. $1,250 and 500 shares of restricted stock valued at $8,018 were paid
each to James Kenney, James Miles and R. Allen Wahl in the fiscal year ended May
31, 2006.
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
ten-percent shareholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, during the fiscal year ended May 31, 2006; all Section 16(a) filing
requirements applicable to its officers, directors and ten-percent shareholders
have been filed.
APPOINTMENT OF INDEPENDENT AUDITORS
On April 22, 1999, the Board of Directors of PHAZAR CORP (the "Company")
adopted a resolution appointing Weaver and Tidwell, L.L.P., 1600 West Seventh
Street, Suite 300, Fort Worth, Texas 76102 as the Company's principal accounting
firm to audit the Company's financial statements.
Subject to ratification by the stockholders, the Board of Directors
appointed Weaver and Tidwell, L.L.P., independent auditors, to serve for the
fiscal year ending May 31, 2007.
Weaver and Tidwell, L.L.P. has informed management that it will send a
representative to the Annual Meeting and that such representative may make a
statement to the meeting if he so desires and will be available to answer any
questions that might arise in connection with the audit of the Company and its
subsidiaries.
AUDIT FEES
General
During fiscal year 2006, the Company paid Weaver & Tidwell, L.L.P. fees in
the aggregate amount of approximately $60,395. Of this amount, approximately
$53,700 were fees for the fiscal year 2005 year end audit and quarterly services
for fiscal year 2006.
Financial Information Systems Design and Implementation Fees
Weaver & Tidwell, L.L.P. did not render any services related to financial
information systems design and implementation during fiscal year 2006.
All Other Fees
Weaver & Tidwell, L.L.P. rendered other services consisting primarily of
tax consulting, due diligence assistance and audits of the Company's other
entities within the consolidated group for statutory filing purposes. Aggregate
fees billed for all other services rendered by Weaver & Tidwell, L.L.P. for
fiscal year 2006 were $6,695.
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APPROVAL PHAZAR CORP 2006 INCENTIVE STOCK OPTION PLAN
Stockholders are being asked to approve the 2006 Incentive Stock Option
Plan. The Board of Directors adopted the 2006 Plan on January 10, 2006.
As of the record date we have not granted any options to purchase shares of
common stock under the 2006 Plan.
The following is a summary of the principal features of the 2006 Plan. A
copy of the 2006 Plan is attached to this proxy statement as Attachment A. Any
stockholder who wishes to obtain a copy of the 2006 Plan may also do so upon
written request to our corporate secretary at our principal executive offices in
Mineral Wells, Texas.
Purpose
The purpose of 2006 Plan is to provide incentives to attract, retain and
motivate eligible participants whose present and potential contributions are
important to the success of the Company and subsidiaries, by offering them an
opportunity to participate in the Company's future performance through stock
options granted to such persons for no additional consideration for the granting
of the option. Options granted under the 2006 Plan may be either incentive stock
options which qualify for special tax treatment under Section 422 of the
Internal Revenue Code ("ISOs") or non-statutory stock options. Non-statutory
options are not afforded special tax treatment under the Internal Revenue Code.
We must obtain shareholder approval for the 2006 Plan by no later than January
10, 2007 in order for any options granted under the plan to qualify as an ISO.
Underlying Shares
- -----------------
A total of 250,000 common shares are reserved for issuance under the 2006
Plan and available for option grants, subject to adjustments provided in the
2006 Plan. If any options granted under the plan are forfeited for any reason
before they have been exercised, vested or exercised in full, the unused shares
subject to those expired, terminated or forfeited options will again be
available for purposes of the plan. No options may be granted after January 10,
2016, the termination date for the plan.
Amendment to Plan
- -----------------
The Board of Directors may at any time terminate or amend the 2006 Plan in
any respect, including without limitation amendment of any form of option
agreement or instrument to be executed pursuant to the 2006 Plan; provided,
however, that the Board of Directors will not, without the approval of the
stockholders of the Company, amend the 2006 Plan in any manner that requires
such stockholder approval.
Option Grants
- -------------
ISOs may be granted only to employees (including officers and directors who
are also employees) of the Company or a subsidiary. Non-statutory options may be
granted to employees, officers, directors and consultants of the Company or a
subsidiary. We have approximately 60 employees who are eligible to be granted
options. Any options granted to a consultant of the Company must be for bona
fide services rendered to the Company other than in connection with the offer
and sale of securities in a capital-raising transaction.
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Option Exercise
Options may be exercisable within the times or upon the events determined
by the Committee appointed by the Board, provided that no option will be
exercisable after the expiration of ten (10) years from the date the option is
granted, and provided further that no ISO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or a subsidiary will be exercisable after
the expiration of five (5) years from the date the ISO is granted. The exercise
price of an option will be determined by the Board of Directors when the option
is granted and may be not less than 85% of the fair market value of the shares
on the date of grant; provided that: (a) the exercise price of an ISO will be
not less than 100% of the fair market value of the shares on the date of grant;
and (b) the exercise price of any ISO granted to a 10% stockholder will not be
less than 110% of the fair market value of the shares on the date of grant. The
exercise price may be paid in cash or in previously owned shares or by other
means permitted by the Committee.
On August 31, 2006, the market price of the Company's common stock as
reported on the Nasdaq Capital Market was $7.43 per share.
Options Expiration
- ------------------
Options will expire and cannot be exercised 30 days after the termination
of a participant's employment, except upon death or disability the options will
expire 180 days after termination. Only options that have become exercisable
under their terms may be exercised.
Options under the 2006 Plan that are exercisable at the time of the death
of the participant are transferable only by the participant's last will and
testament or applicable state laws on decent and distribution.
Plan Administration
- -------------------
A Committee composed of non-employee members of the Board of Directors
shall administer the 2006 Plan. The Committee may grant options to employees and
other eligible participants and will determine whether such options will be ISOs
within the meaning of the Internal Revenue Code or non-statutory stock options,
the number of shares subject to an option, the exercise price of the option, the
period during which the option may be exercised, and all other terms and
conditions of the option, within the limitations imposed under the 2006 Plan.
The Committee may also interpret the 2006 Plan, may establish and amend
terms of existing options, except that if the participant is adversely affected
by the amendment, the participant must also consent.
The Committee has not made any determination of who shall be a participant
or will be granted an option under the 2006 Plan.
Tax Consequences
Options granted under the 2006 Plan may be ISOs, which are governed by
Internal Revenue Code Section 422, as amended, or as non-statutory stock
options, which are governed by Internal Revenue Code Section 83, as amended.
Generally, no federal income tax is payable by the participant upon the grant of
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an ISO and no deduction is taken by the Company. If certain holding periods are
met, the exercise of an ISO does not result in taxation to the participant;
rather, the participant is taxed only at the time of sale. If the shares have
been held for at least one year after the date of exercise and at least two
years from the date of grant of the option, the participant will be taxed on any
appreciation in excess of the exercise price as long-term capital gains. In that
event, the Company is not entitled to a deduction for the amount of the capital
gains.
Under current tax laws, if a participant exercises a non-statutory stock
option, the participant will be taxed on the difference between the fair market
value of the stock on the exercise date and the exercise price and, thereafter,
the participant would receive capital gains on any appreciation in stock value
after the exercise date, depending upon the length of time the participant held
the stock after exercise. When the option is exercised, the Company will be
entitled to a corresponding tax deduction.
Vote Required
The affirmative vote of a majority of the total number of shares of our
common stock present in person or represented by proxy at the meeting is
required to approve the 2006 Plan. Our Board of Directors recommends that
stockholders vote FOR the ratification of the 2006 Plan, and, unless a
stockholder gives instructions on the proxy card to the contrary or a broker
non-vote is indicated on the proxy card, the proxy will be voted FOR the
ratification of the 2006 Plan.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual Meeting in
October, 2007, must be received by the Company not later than June 30, 2007, for
inclusion in its Proxy Statement and form of proxy relating to that meeting.
OTHER MATTERS
The Board of Directors knows of no business other than that set forth in
items 1, 2 and 3 of the Notice of Annual Meeting of Stockholders that is
expected to be brought before the meeting. However, if any other matters, not
now known or determined, come before the meeting, the persons named in the proxy
furnished herewith will vote according to their best judgment in the interest of
the Company.
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Insofar as any of the information in the Proxy Statement may rest
particularly within the knowledge of persons other than the Company, the Company
relies upon information furnished by others for the accuracy and completeness
thereof.
By Order of the Board of Directors
Gary W. Havener
President
September 15, 2006
Whether or not you plan to attend the meeting, please mark, date and sign the
enclosed proxy exactly as your name appears thereon and mail it promptly in the
enclosed envelope to:
PHAZAR CORP
c/o Computershare Investor Services, L.L.C.
P.O. Box 2702
Chicago, IL. 60690-9402
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